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unable, after good faith negotiations, to agree upon modifications to the terms of this Agreement acceptable to both parties, (iii) an annual level of direct beam solar resource availability that is less than or equal to ninety percent (90%) of historical averages as measured by long-term weather data (minimum of five (5) years) collected at any Site, (iv) the termination of any License prior to the expiration of the applicable Schedule Term(s) for any reason, (v) if, as of the date that is one hundred eighty (18 0) days after the Execution Date, the conditions set forth in Section 10(a) have not been satisfied or waived by Power Provider in its reasonable discretion, and such failure is not a result of Power Provider's breach and are within Purchaser's reasonable control, or (c) Upon the occurrence of an event described in Sections 7(b)(i) and 7(b)(ii), within thirty (30) days following receipt by Purchaser from Power Provider of written notice of such event, Purchaser and Power Provider shall meet and attempt in good faith to negotiate amendments to this Agreement as are reasonably necessary to preserve the economic value of this Agreement to Power Provider. Such right shall be in addition to Power Provider's right to terminate this Agreement pursuant to Section 7(b). (d) In the event that Power Provider terminates this Agreement pursuant to Section 7(b), this Agreement shall terminate without triggering the default provisions of this Agreement and with no liability of Power Provider to Purchaser except such amounts, if any, then due and owing under this Agreement as of the date of such termination and its indemnity obligations hereunder, all of which shall survive such termination or expiration of this Agreement. For the avoidance of doubt, any termination of this Agreement shall be deemed a termination of each Schedule. Any removal of the Solar Power Facility shall be completed at Power Provider's sole cost, within 60 days of the termination of this Agreement, and subject to and in accordance with all of the terms and conditions of of this Agreement regarding the installation and removal of the Solar Power Facility, including without limitation, the indemnities thereunder. Power Provider shall promptly repair and restore any damage to the Site or any improvements thereon, including without limitation roof and/or roof membrane, caused by such removal at Power Provider's sole cost and to Purchaser's reasonable satisfaction. (e) Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right, but not the obligation, to terminate this Agreement prior to expiration of the Contract Term at any time upon the occurrence of any of the following: (i) an unstayed order of a court or administrative agency or a voluntary declaration by Power Provider or Guarantor of bankruptcy, liquidation, assignment for the benefit of creditors or dissolution and the failure by Power Provider's lender or other successor to assume and timely fulfill Power Provider's obligations hereunder, it) if, as of the date that is one hundred eighty (18 0) days after the Execution Date, the conditions set forth in Section 10(b) have not been satisfied or waived by Purchaser in its reasonable discretion, and such failure is not a result of Purchaser's breach and are within Power Provider's reasonable control, or (iii) Purchaser sells or transfers the Site or discontinues operations at the Site. In the case of termination under (c) (i) or (ii), Purchaser may, at its sole option, require Power Provider to remove of the Solar Power Facility in accordance with this Agreement or purchase the Solar Power Facility from Power Provider at its then fair market value. In the case of termination under (c)(iii), Purchaser shall purchase the Solar Power Facility from Power Provider in accordance with Section 24 below. In Page 10 of 30 SE PPA 11/11/15